In Spain, the most common way of securing business premises is on a leasehold basis. You make a one-off payment to buy a lease, which includes fixtures and fittings as well as goodwill if it’s an existing business. You then continue to pay the landlord rent for the premises, but you can sell on the lease if you wish.
A lease in Spain has until recently been known as a traspaso (literally a transfer, as a lease is transferred from one person to another) but is now called a cesión. However, many people (including Spanish landlords) are unaware that the law has changed and that a traspaso no longer has any legal validity. You may therefore be offered a trapaso. Whether you’re offered a traspaso or a cesión, make sure you obtain legal advice on the terms of your lease and ensure that these are specified in as much detail as possible in the contract.
The rules governing a cesión are far more relaxed than those for a traspaso, which means that there’s more freedom for negotiation between the parties – but also more room for misunderstanding. Your lawyer should check that you aren’t simply being offered a rental agreement masquerading as a lease, which will mean that you won’t have any rights to sell the lease on to someone else. If you have a legal cesión, you’re free to sell it on, provided you give your landlord first refusal. He will normally take between 10 and 20 per cent commission on the sale.
When buying a lease, make sure (or ensure that your lawyer checks) that the seller has the right to sell it. This may sound unnecessary, but there are cases of people selling leases they don’t own.
In addition to paying an agreed amount for the lease, you must pay a monthly rent to the landlord for your use of the building. The contract should state clearly how much longer the lease has to run. Lease terms are normally between 5 and 20 years, but it’s advisable to ensure that your lawyer negotiates the longest possible term. This is because during the term of a lease the landlord can raise your rent only in line with the official rate of inflation (as published by the Spanish government). When your lease runs out, you can usually renew it automatically, but this gives your landlord the opportunity to impose a considerable rent increase, sometimes as much as 20 or 30 per cent.
Hope this is of some use to you.